National Instrument 44-101 Short Form Prospectus Distributions
Part 2 Qualification to File a Prospectus in The Form of a Short Form Prospectus
Section 2.2

Basic Qualification Criteria

An issuer is qualified to file a prospectus in the form of a short form prospectus for a distribution of any of its securities in the local jurisdiction, if the following criteria are satisfied:

… (d) the issuer has, in at least one jurisdiction in which it is a reporting issuer,

(i) current annual financial statements


National Instrument 44-101 Short Form Prospectus Distributions
Part 2 Qualification to File a Prospectus in The Form of a Short Form Prospectus
Section 2.3

Alternative Qualification Criteria for Issuers of Designated Rating Non-Convertible Securities

(1) An issuer is qualified to file a prospectus in the form of a short form prospectus for a distribution of non-convertible securities in the local jurisdiction, if the following criteria are satisfied:

… (d) the issuer has, in at least one jurisdiction in which it is a reporting issuer,

(i) current annual financial statements


National Instrument 44-101 Short Form Prospectus Distributions
Part 2 Qualification to File a Prospectus in The Form of a Short Form Prospectus
Section 2.4

Alternative Qualification Criteria for Issuers of Guaranteed Non-Convertible Debt Securities, Preferred Shares and Cash Settled Derivatives

(1) An issuer is qualified to file a prospectus in the form of a short form prospectus for a distribution of non-convertible debt securities, non-convertible preferred shares or non-convertible cash settled derivatives in the local jurisdiction, if the following criteria are satisfied:

…(b) at least one of the following is true:

(i) the credit supporter satisfies the criteria in paragraphs 2.2(a), (b), (c) and (d) if the word “issuer” is replaced with “credit supporter” wherever it occurs;

(ii) the credit supporter is a U.S. credit supporter and the issuer is incorporated or organized under the laws of Canada or a jurisdiction of Canada;


National Instrument 44-101 Short Form Prospectus Distributions
Part 2 Qualification to File a Prospectus in The Form of a Short Form Prospectus
Section 2.5

Alternative Qualification Criteria for Issuers of Guaranteed Convertible Debt Securities or Preferred Shares

An issuer is qualified to file a prospectus in the form of a short form prospectus for a distribution of convertible debt securities or convertible preferred shares in the local jurisdiction, if the following criteria are satisfied:

(a) the debt securities or the preferred shares are convertible into securities of a credit supporter that has provided full and unconditional credit support for the securities being distributed;

(b) the credit supporter satisfies the criteria in section 2.2 if the word issuer” is replaced with “credit supporter” wherever it occurs.”


National Instrument 44-101 Short Form Prospectus Distributions
Part 2 Qualification to File a Prospectus in The Form of a Short Form Prospectus
Section 2.6

Alternative Qualification Criteria for Issuers of Asset-Backed Securities

(1) An issuer established in connection with a distribution of asset-backed securities is qualified to file a prospectus in the form of a short form prospectus for a distribution of asset-backed securities in the local jurisdiction, if the following criteria are satisfied:

… (b) the issuer has, in at least one jurisdiction of Canada,

(i) current annual financial statements


National Instrument 44-101 Short Form Prospectus Distributions
Part 2 Qualification to File a Prospectus in The Form of a Short Form Prospectus
Section 2.7

Exemptions for Reporting Issuers that Previously Filed a Prospectus and Successor Issuers

(1) Paragraphs 2.2(d), 2.3(1)(d) and 2.6(1)(b) do not apply to an issuer if

(a) the issuer is not exempt from the requirement in the applicable CD rule to file annual financial statements within a prescribed period after its financial year end, but the issuer has not yet been required under the applicable CD rule to file any annual financial statements, and

(b) unless the issuer is seeking qualification under section 2.6, the issuer has filed and obtained a receipt for a final prospectus that included the issuer’s or each predecessor entity’s comparative annual financial statements for its most recently completed financial year or the financial year immediately preceding its most recently completed financial year, together with the auditor’s report accompanying those financial statements and, if there has been a change of auditors since the comparative period, an auditor’s report on the financial statements for the comparative period.

(2) Paragraphs 2.2(d), 2.3(1)(d) and 2.6(1)(b) do not apply to a successor issuer if

(a) the successor issuer is not exempt from the requirement in the applicable CD rule to file annual financial statements within a prescribed period after its financial year end, but the successor issuer has not yet, since the completion of the restructuring transaction or the reorganization described in paragraph

(b) of the definition of “successor issuer